EXHIBIT 5.1

            OPINION OF ORRICK, HERRINGTON & SUTCLIFFE


                        October 13, 1994



The Gap, Inc.
One Harrison Street
San Francisco, CA  94105

          Re:  The Gap, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

          At your request, we are rendering this opinion in
connection with the proposed issuance pursuant to The Gap, Inc.
Employee Stock Purchase Plan (the "Plan"), of up to 2,000,000
shares of common stock, $0.05 par value ("Common Stock"), of The
Gap, Inc., a Delaware corporation (the "Company").

          We have examined instruments, documents, and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed.  In such examination, we have
assumed the following:  (a) the authenticity of original
documents and the genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as
copies; and (c) the truth, accuracy, and completeness of the
information, representations, and warranties contained in the
records, documents, instruments, and certificates we have
reviewed.

          Based on such examination, we are of the opinion that
the 2,000,000 shares of Common Stock to be issued by the Company
pursuant to the Plan are validly authorized shares of Common
Stock, and, when issued in accordance with the provisions of the
Plan, will be legally issued, fully paid, and nonassessable.

          We hereby consent to the filing of this opinion as an
exhibit to this Registration Statement on Form S-8 and to the use
of our name wherever it appears in the Registration Statement. 
In giving such consent, we do not consider that we are "experts"
within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this opinion, as an
exhibit or otherwise.

                              Very truly yours,



                              ORRICK, HERRINGTON & SUTCLIFFE